DOF ASA News
New share capital and registration of the subordinated convertible bond loan
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT.
Reference is made to previous stock exchange announcements regarding the rights issue (the "Rights Issue") by DOF ASA ("DOF" or the "Company") of minimum 750,000,000 and maximum 1,200,000,000 new shares with a nominal value of NOK 0.50 each (the "Offer Shares") at a subscription price of NOK 1.00 per Offer Share (the "Subscription Price").
The following changes to the share capital of the Company have been registered with the Norwegian Register of Business Enterprises today, 3 August 2016:
- The share capital reduction from NOK 222,102,696 to NOK 55,525,674 by reduction of the nominal value per share with NOK 1.50, from NOK 2.00 to NOK 0.50.
- The share capital increase from NOK 55,525,674 to NOK 585,460,600 by issuance of 1,059,869,852 new shares, each with a nominal value of NOK 0.50, at the Subscription Price in connection with the Rights Issue.
Following these changes, the Company's share capital is NOK 585,460,600, divided into 1,170,921,200 shares, each with a nominal value of NOK 0.50.
The new shares issued in the Rights Issue will be registered on the respective subscribers' VPS accounts and be tradable on the Oslo Stock Exchange from and including 4 August 2016, subject to the relevant subscriber having paid the subscription amount.
The new subordinated convertible bond loan with a nominal value of NOK 1,032.5 million was also registered with the Norwegian Register of Business Enterprises today, 3 August 2016.
This communication may not be published, distributed or transmitted in or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities of the company (the "Shares") in the United States, Norway or any other jurisdiction. The securities mentioned herein, including the subscription rights to subscribe for Shares (the "Subscription Rights"), have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). Neither the Shares nor the Subscription Rights may be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. Any sale in the United States of the Shares or the Subscription Rights mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act pursuant to transactions exempt from, or not subject to, the registration requirements of the Securities Act.
Any offering of securities will be made by means of a prospectus to be published that may be obtained from the Company once published, and that will contain detailed information about the Company and its management, as well as financial statements. These materials are an advertisement and not a prospectus for the purposes of Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any Shares or acquire any subscription rights referred to in these materials except on the basis of information contained in the prospectus.
In any EEA Member State other than Norway (from the time the prospectus has been approved by the Financial Supervisory Authority of Norway, in its capacity as the competent authority in Norway, and published in accordance with the Prospectus Directive as implemented in Norway) that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"), i.e., only to investors to whom an offer of securities may be made without the requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive in such EEA Member State.
In the United Kingdom, these materials are only being distributed to and are only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
DNB Markets, a part of DNB Bank ASA, Nordea Markets and Pareto Securities (the "Joint Lead Managers") are acting for DOF and no one else in connection with the rights issue and will not be responsible to anyone other than DOF for providing the protections afforded to their respective clients or for providing advice in relation to the rights issue and/or any other matter referred to in this communication.
This communication and any materials distributed in connection with this communication may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect DOF's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including the risks and uncertainties to be set out in the prospectus.